UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K/A
(Amendment
Number 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 9, 2010
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or other jurisdiction of
Incorporation)
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1-13828
(Commission
File Number)
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56-1505767
(I.R.S.
Employer
Identification
Number)
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501
Pearl Drive (City of O'Fallon)
St.
Peters, Missouri
(Address
of principal executive offices)
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63376
(Zip
Code)
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(636)
474-5000
(Registrant's
telephone number, including area code)
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Not
Applicable
(Former
name or former address, if changed since last report)
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provision (see
General Instruction A.2 below):
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December 15, 2010, MEMC Electronic
Materials, Inc. (the “Company”) reported that effective January 10, 2011,
Timothy C. Oliver would no longer serve as Senior Vice President and Chief
Financial Officer for the Company. On January 19, 2011, the
Company finalized a Separation Agreement and General Release (the
“Agreement”) with Mr. Oliver. Pursuant to the Agreement, Mr. Oliver has agreed
to serve in a transition role with the Company through March 31,
2011. The Company will pay Mr. Oliver his base salary at his current
rate through March 31, 2012, and Mr. Oliver may be eligible for a cash incentive
bonus under the Company’s 2010 Annual Incentive Plan when such bonuses are
determined for the Company’s executive officers. Mr. Oliver will
remain eligible for participation in the Company’s benefit plans through March
2012. Mr. Oliver will also receive reimbursement under certain
conditions for moving expenses not to exceed $35,000 and transactional closing
costs not to exceed $120,000. Pursuant to the Agreement, Mr. Oliver
has agreed to a general release of claims and not to compete with the Company
for a period of two years.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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MEMC
ELECTRONIC MATERIALS, INC.
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Date:
January 24, 2011
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By:
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/s/ Bradley D. Kohn | |
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Name:
Bradley D. Kohn
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Title:
Senior Vice President and General Counsel
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